Komori
Governance5332TOTO LTD.Construction and Materials

Report on Corporate Governance 2026/06/24

Updated the corporate governance framework as of 24 June 2026. The report presents 10 directors (5 outside directors), a company with an Audit and Supervisory Committee, voluntary Nomination and Compensation Advisory Committees, and the policy for reviewing strategic shareholdings, but does not specify any concrete changes from the previous report.

Worth reading
68In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
—
Displayed only when the document provides numerical figures.
Wording
Definitive
How definitive the wording is.

Governance structure

Company with an Audit and Supervisory Committee
Controlling shareholder
No controlling shareholder or parent company

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Number of directors10 (including 5 outside directors)
Number of independent officers5Number

This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.

Committee1
Nomination Advisory Committee: 5 outside members out of 7 (approximately 71.4%); Compensation Advisory Committee: 6 outside members out of 7 (approximately 85.7%)
Policy on cross-shareholdings

The company strategically holds listed shares when, after comprehensively considering business alliances, the maintenance and strengthening of business relationships, and connections with its business activities, it determines that strengthening such relationships will contribute to enhancing corporate value. Each year, the Board of Directors conducts quantitative and qualitative assessments of each individual holding and decides to sell shares that are no longer necessary to continue holding. The number and value of holdings to be reduced are not stated.

Policy regarding shares of other companies held to maintain business relationships and for other purposes.

Takeover defenses

None (not adopted)

Pre-agreed countermeasures in preparation for an unsolicited takeover attempt.

Changes this time

No concrete changes from the previous report are stated

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee
Number of directors10 (including 5 outside directors)
Number of independent officers5
CommitteeNomination Advisory Committee: 5 outside members out of 7 (approximately 71.4%); Compensation Advisory Committee: 6 outside members out of 7 (approximately 85.7%)
Policy on cross-shareholdingsThe company strategically holds listed shares when, after comprehensively considering business alliances, the maintenance and strengthening of business relationships, and connections with its business activities, it determines that strengthening such relationships will contribute to enhancing corporate value. Each year, the Board of Directors conducts quantitative and qualitative assessments of each individual holding and decides to sell shares that are no longer necessary to continue holding. The number and value of holdings to be reduced are not stated.
Takeover defensesNone (not adopted)
Controlling shareholderNo controlling shareholder or parent company
Changes this timeNo concrete changes from the previous report are stated

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To enhance the objectivity and transparency of the Board of Directors, establish systems for decision-making, oversight and business execution, and sustainably enhance corporate value.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Report on Corporate Governance 2026/06/24 | TOTO LTD. (5332) timely disclosure | Komori